Razing Atlas
by HPWordcraft
Summary: [Spoilers volumes 1-7] The main characters (and a few more) battle it out during Salem's siege on Atlas. [Rating: T for violence, death] - I'm no G.R.R.M. but not everyone survives (its a battle after all).
1. Part One

_PREVIOUSLY... (aka volume 7 finale recap)_

_The fugitive teams, RWBY and JNR, successfully evaded the ACE-OPS and Neo, escaping on an Atlesian airship but losing the Lamp to Neo. Winter and Penny dueled Cinder to collect the power of the Winter Maiden. Penny absorbed the power of the Winter Maiden while Cinder fled. Teams RWBY and JNR escaped with Penny while the injured Winter remained in Atlas. Ironwood shot Oscar, causing him to fall alone to Mantle. Qrow and Robyn were captured and last seen in transit to Atlas. A storm brews on the horizon, bringing with it Salem atop a gargantuan leviathan and flanked by armies of Grimm._

* * *

_PART ONE_

* * *

Alarms blared throughout the halls of Atlas Academy. Soldiers rushed by in a panic. Winter limped towards James' office. The soldiers didn't even notice her. The alarms blended into the background like they weren't even there. _It is all gone to ruin,_ she thought, clutching her arm to her injured ribs.

Light streamed in through the tall glass windows of the general's office, trailing sharp squares of light across his desk and floor. His dark silhouette was framed in the doorway. _Back-to-the-door... that's not like him._ She thought. She looked past him to the storm-front out the window. Lightning revealed hundreds of Grimm and another, a creature she'd never seen, the shape of a whale and nearly the size of Atlas itself, flying in the cloud. Her heart sank with the knowledge of such insurmountable odds. She closed the door behind her as she entered the office - _the soldiers are better off not knowing their fate just yet._

James did nothing to acknowledge her approach. He stood frozen at his desk. She gently laid a hand on his back. "James?"

His pistol set on the desk in front of him and his hand rested on the grip. He had tears in his eyes. "Its all over." He said so deeply and softly that she barely heard. "We don't have time to lift Atlas before She arrives nor do we have the power to fight Her."

Her friend's usually imposing figure had been replaced by a man so pathetic and so broken. Winter carefully pulled the pistol away from him. She knew his intent and realized she now stood with a man who'd used up his last bit of will, a desperate creature, foundering in the dark.

He bowed his head. "I'm so sorry."

"We'll get through this." She said, knowing in the back of her mind it was a lie.

"Is the Winter Maiden's power safe?" He asked with a hint of hope.

The question sent a chill down her spine. In shock from the Grimm-filled-cloud, she'd nearly forgotten. She backed away and gazed at the floor in shame. "I lost it, Sir." She answered. "Penny is the Winter Maiden now. She escaped with team RWBY." Winter braced herself for scalding anger.

The general's face did not change, except, perhaps a deepening of the forlorn expression that already lined it. His voice regained its deep, sorrowful whisper. "So it goes." He said with apathy then stared out into the storm-front.

Winter too watched the Grimm close in, as slow and inevitable as the tide. After an eternal moment she steeled herself against the doom that faced them and felt the warmth of her aura returning. She spoke clearly and with all the authority an officer of Atlas should command. "We're huntsmen, Sir. We both swore the same oath when we joined Atlas Academy. I never planned to die old and infirm. My death was always to be in battle, glorious and bloody, and by the claws of the Grimm. You say there's no running? Then let us fight! Atlas will not go quietly."

He stood a little straighter and a proud smile lit his face. "You're right. But there's more to this than just Atlas. If Salem catches the Winter Maiden, then she'll be able to take the Staff." He looked her in the eye and spoke solemnly. "You've been a true and loyal friend to me, Winter. I certainly have no right to ask anything of anyone, let alone you, but may I request one final favor?"

"Certainly, James, I'm in this to the end." She answered.

"Go and find Penny. Take the Staff and run. Run away to Shade Academy. Theodore, the headmaster, will help you find a way to beat Her." He requested.

"What will you do?" She asked.

"I'll hold Salem off, make a show of defense and keep her focused on me. Hopefully I can give you and Penny the chance to secure the staff and escape." He answered.

She already felt the sting of losing her old friend, the one constant support amid the churning sea of ridicule and gossip that surrounded her since she abandoned the Schnee name. "I'll do it." She agreed, tears clouding her vision.

"Winter..." He extended a hand but paused short of saying anything. Winter read his face and rushed in, throwing her arms over his shoulders and embracing him for one last time. She kissed his cheek, feeling the scratch of his beard against her lips. He hugged her tightly and leaned into her kiss. Though she wished time would stop, duty called them to part.

She retreated through the tall doors of his office, but stopped short to capture a last image in her memory. She took note of his warm smile and the waning sunshine that streamed in behind him before turning down the long hallway. She walked quickly, nearly at a run, for fear that if she slowed down, she'd turn back.

* * *

Qrow leaned against the prison-ship's hull with eyes closed, but he could not sleep. Despite his best efforts, the sight of Clover, stabbed through the back by his own blade would not leave his eyes. He felt Robyn's weight against his arm. She'd fallen asleep easily enough and he was glad. When awake she'd been both curious and sympathetic, neither anything he wanted. His final punch, the one that finished Clover's aura, played back in his mind. Guilt tied a knot in his belly producing nausea._ Someone must pay_. He deflected. _Ironwood never should have given that order. Its his fault, his fault. _He repeated it in his head like a mantra, but failed to dissolve the truth.

The ship jostled to a rough landing in the rising wind. He prodded Robyn in the side. "We've landed." He said.

She nodded and sat up drowsily.

The co-pilot, a young Atlesian soldier, no more than 16, opened the heavy steel door to the rear of the little air-ship. Qrow blinked, blinded by the bright sunlight. The soldier shouted, "Come on, get out. I don't have all day."

He followed Robyn as the soldier led them into Atlas Academy's lower halls. Robyn had quickly thrown off the serenity of sleep and returned to her usual demeanor. "What is Ironwood thinking!? He can't arrest me! Mantle will riot!" Robyn complained.

"He can do what he likes." The soldier answered. "That's the point of martial law. Get a move on."

"Where are we going?" Qrow asked, mildly curious for the answer.

"A holding cell for now." The soldier said.

Qrow followed quietly, not really caring, but Robyn scanned the halls searching for an opportunity to escape. He admired her tenacity but couldn't muster the same effort. Red lights erupted all along the halls accompanied by a loud, shrill alarm. The soldier whirled around in panic. Troops that once strolled the hallway now jogged to their posts. "Grimm!" The soldier exclaimed.

"Let us go." Robyn implored.

"I can't." He said.

"We're huntsmen. We can help. Ironwood can arrest us later." She rebutted. Doubt crossed the soldier's face. "Come on. You won't get caught." Robyn tempted.

"Fine." He said. The soldier unlatched the handcuffs then ran off.

"We've gotta stop Ironwood." Robyn said as she began to jog towards the headmaster's office.

"I agree." Qrow growled, following behind.

Qrow was grateful for the Atlas Academy graduate taking the lead. He'd been to the academy a time or two, but easily became lost in the monotonous and labyrinthine hallways. She led them quickly to the tall, closed doors of General Ironwood's office.

Qrow pulled Robyn unseen into an alcove as the office door opened. The ice queen, Winter Schnee, a thoroughly frigid woman, whizzed past them with a pace more desperate than her typical haughty march. _This must be serious._ He thought. _Winter Schnee isn't fazed by much._

Once she'd blown past, Qrow and Robyn slunk into the office. Robyn took the lead while Qrow barred the door. "What are you playing at?! You can't abandon mantle!" She shouted.

Ironwood latched the holster over his pistol and turned to face her. "Look around you!" He began.

Qrow, not one to wait, unfurled Harbinger into a scythe, charging the mad general.

Ironwood pointed out the window. Robyn's eyes widened and Qrow stopped his swing mere inches from Ironwood's throat. Salem, the enemy of this world, rode astride a leviathan, a massive whale-like Grimm, accompanied by an innumerable army of the dark creatures. Harbinger fell from his hands.

"None of it matters any more." Ironwood said. "There's no escape. Not for us, not for them." He pointed down, indicating the people of Mantle who lived miles beneath their feet.

"I won't accept that. We can get the people out - load them onto ships - scatter to the south." Robyn implored.

"You can try." Ironwood said.

"We must protect the Staff" Qrow said.

"Yes." Ironwood agreed. "Winter has gone to get the staff out of the city. All we can do is keep Salem busy long enough to give her a head start."

"How?" Qrow asked. "She's here for the Staff and the vault, not for any of us." He glanced at Robyn. "And not for Mantle."

"When you walked in I was on my way to the hangar. I'll bring out the fleet and meet her in the air." Ironwood replied.

"She'll slaughter you." Robyn said.

"She's right." Qrow answered. "That's suicide." He picked up Harbinger and collapsed it back into a sword before tucking it behind his back. He'd come to kill the general, but revenge could wait. Salem was more important. "Winter needs time to escape but attacking Salem directly won't get us anywhere. You want to distract her? Salem first needs to get into the vault in order to get the Staff, and for that she needs the Winter Maiden. So, lets make her think we have the Maiden. We can load a ship with ice-dust and make a big display of it to look like the Maiden's magic, and pretend to run."

Ironwood nodded assent.

"You can't seriously consider this." Robyn said.

"We could buy a little time. If we're..." He choked at the word lucky. "Hopefully enough time for Winter to take the staff, time for you to get the people out." Qrow retorted.

"Has it come to this?" Robyn asked, realization dawning on her face. "Alright. Do what you must. I'll evacuate Mantle."

They saw Robyn off then proceeded to the military hangar. Dozens of airships were lined up and hundreds of men stood to attention beside them. Qrow discretely loaded ice-dust into Ironwood's ship while the general addressed the troops. "Soldiers, huntsmen, Atlesians, our enemy is on our doorstep. Salem, the lady of darkness is here to destroy us and all that we hold dear. Our enemy has no soul, no mercy, no care for the world of the living. What heart have we in Atlas? what fighting spirit? Will we slip into the unending night like snow that falls upon the sea? No. The cold of Solitas never could quench the fire of Atlesian hearts and neither shall She. Today we fight! Fight now for your friends. Fight for your families, for Atlas. Fight for freedom and for your very lives. Go to your ships. Lets show her the sky is ours for a little while longer."

The old soldier never had a way with words, but Qrow couldn't help but feel inspired. He recalled the old songs, the tales of legendary huntsmen who faced incredible odds and won. He remembered retelling them as bedtime stories for Ruby. A pang of regret hit him. He hoped she was safe, that she'd fled, and he wished he'd said goodbye. He pushed the thoughts from his head. There was too little time left to dwell on the past. He focused on loading the last dust into the general's air-ship.

Ironwood clapped him on the back. "Ready, old boy?"

"Lets do this." He answered with grim determination.

* * *

"Penny? Are you okay?" Ruby asked.

"I am combat ready!" She announced, green flame fading from her eyes.

"We've gotta go!" Weiss said. "We have to stop Ironwood from raising the city."

"Guys, we have a bigger problem." Blake interjected. She pointed out the windshield of the airship.

The gang rushed to the cockpit. A huge storm-cloud loomed in the distance and within, an army of Grimm with Salem at their head, astride a leviathan.

"Penny, what would happen if we remove the Staff from Atlas?" Jaune asked.

"Gravity dust in the back-up engines would keep it aloft for a day or two, but eventually the city would fall down upon Mantle." She answered.

"Alright." He said. "I have an idea. Ruby, Weiss, and Penny, go take the Staff. Nora and Ren, find Oscar and the Lamp. Meanwhile Blake, Yang, and I will evacuate Mantle. Once your objectives are complete, meet us at the docks... If we've been overrun, flee. We can regroup at Shade Academy."

"Lets do it!" Ruby agreed.

The remainder nodded in agreement. Weiss summoned a lancer beside the ship. Ruby and Penny hopped on its back and the trio departed for Atlas' vault. Nora and Ren leapt down into the flying city. Yang piloted the ship down to the lower city with Jaune and Blake in tow.

* * *

Oscar stood up on a stone hill, a high point in the lower city of Mantle. Red beacons of alarm rang along the street accompanied by panicked screams. From the west a storm-cloud bore aloft a leviathan and hundreds, if not thousands of Grimm. "Salem is here." Ozpin spoke in his head.

"What? What do we do?" Oscar asked.

"We must protect the Winter Maiden. Salem has sought their power for generations." Ozpin replied.

"What about all these people? What about the lamp?" Oscar asked.

"Atlas Academy is full of huntsmen and huntresses, some of the best in the world. We barely escaped Ironwood. We will be most useful beside the Winter Maiden." Ozpin continued.

"Don't make me regret trusting you." Oscar said. "We'll need a ship."

* * *

Cinder smugly latched the brightly glowing lamp to her belt then turned away to pilot the airship. _You're welcome_. Neo thought. _No appreciation, none_. Neo followed her to the cockpit and transformed into the image of Ruby. She threw up her hands asking if it was time to take revenge on the impudent little girl.

"No." Cinder growled.

Neo materialized a watch and tapped her wrist.

"Later." She said.

_Yeah, yeah. We got what you want, but what about me? She doesn't even care._ Neo skipped back to the hold where wind whistled through the large open side doors.

"What are you doing?!" Cinder called. "Get back here!"

Neo transformed into Roman and shook her finger at Cinder as if she were a kid who'd earned herself a time-out. She backed to the edge of the hold and took a backwards fall-dive from the ship. She felt the wind whistle through her ears and felt her stomach turn with the free-fall. She enjoyed tumbling down through the clouds but all too soon the ground loomed in front of her.

She transformed back into herself and opened her parasol. In an instant the air caught against its shade, breaking her fall into a gentle float. _Where would Ruby go? _Neo surveyed the dirty bricks of Mantle, illuminated by the red lights that warn of Grimm. In the distance she noticed crowds of people boarding onto ships. Such a goody-two-shoes would be helping the people no doubt. She resolved to head for the docks in the guise of a common dust-miner.


	2. Part Two

PART TWO

* * *

Winter launched her jet from one of Atlas Academy's hidden hangars. She counted its concealment a blessing as her launch was free of the Grimm. She contemplated the difficulty of isolating one airship amid a battlefield of hundreds. _I won't let you down again, James. _She thought.

No sooner had she swung the jet free of Atlas' under-towers than she spotted Weiss' summon, a lancer, a kind of rare and tropical Grimm much like the common wasp. _Bravo. She's getting better._ She thought with a flicker of pride before coming to her senses. _She's still stupid._

Winter's duty called her to search for Penny, but she changed course to intercept her sister. _Love is the death of duty. _She'd heard that phrase somewhere but couldn't recall from where. She promised herself that she'd search for Penny once Weiss was safe.

On approach she realized that Weiss wasn't alone. The little girl, Ruby, who was inexplicably Weiss' team-leader, sat backwards on the lancer, sniping at Grimm in all directions. To her surprise, Penny too rode the lancer, sending pulses of green plasma from her sword-guns to finish off any Grimm that survived Ruby's initial shots.

Winter flew her jet alongside her sister's lancer. "What do you think you're doing!?" She shouted over the roar of the wind.

"We're going to get the staff!" Weiss shouted back.

"Penny, get on the ship." Winter shouted. "_We're_ going to get the staff."

Penny turned between Winter and Ruby, conflicted.

"You barely got away from Cinder. Take your jet and leave!" Weiss yelled. "We've got this."

"Lets go together." Ruby chirped insufferably, hopping aboard Winter's jet. She then gave Penny a hand into the jet. Winter gave her sister a cold stare as she too stepped aboard. It was returned by one of defiance. Weiss never knew what was good for her, but Winter had to admit that she was glad to see her.

The group set course for the underside of Atlas, one of the many concealed hangars below the city, meant to repel attacks from the land beneath. "I'll put us into the hangar closest to the vault, we won't have far to go from there." She announced.

* * *

Oscar gave control to Ozpin, allowing the entity that shared his mind to pilot the tiny aircraft. He counted his lucky stars that he'd fallen straight into Mantle's richest district, full of Atlesians of the upper city who liked "living rough" on occasion and had rarely-used, rustic vacation homes down in Mantle. Unlike most of the lower city where the upper floors were simply the homes of other tenants, those of this area served as garages, well stocked with personal aircraft meant for a simple jaunt back up to "civilization."

Ozpin proved an ace pilot and they quickly ascended above Atlas and into the thick of the battle. Oscar would have flinched if he could control his own muscles. They whizzed past nevermore, griffons, and even Atlesian airships, dodging them all with grace.

"Over there!" Oscar alerted Ozpin to a large ship to their right where dozens of ice blasts cleared Grimm like a scythe through wheat. "She's with Ironwood." Ozpin told him. "That's his ship."

Oscar sighed. "He tried to kill me, you know."

"He won't get a second chance." Ozpin assured him.

"I don't want to kill him!" Oscar resisted.

"Lets just see what kind of welcome we get." Ozpin said. "Things might go differently with the Winter Maiden aboard."

Ozpin set an automatic course just above and just ahead of Ironwood's ship. "Time to go." He said, opening the cockpit and climbing onto the ship's roof.

Oscar fumed silently at his curse, an ancient being that shares his body, that he had no choice but to trust despite his history of lies. Once over the general's ship, they leapt down. As they fell beside the ship, Ozpin fired a shot from his cane, killing a small griffon and propelling them into the hold.

They were met by a halted blow from Harbinger. Qrow stopped mid-swing and fell against a crate of dust, utter shock on his face. "Oscar!? How the hell did you get here?" Qrow asked, astonished.

Ozpin answered for them. "We came for the Winter Maiden, but now I see she's not really here."

* * *

Jaune stood on the roof of a dockside building. "Alright, keep em coming. Don't push." He shouted, ushering the citizens to the waiting ships. "Blake, Megoliath two streets north!" He spoke to his scroll, giving the benefit of his elevated vantage point to the two warriors who fought at street level, down between the buildings.

"Got it." Blake confirmed in her scroll. "Yang, some assistance?"

Yang finished off a beowulf, a lycanthrope-like Grimm, with a swift uppercut. "On my way!" She said.

The two huntresses dashed off to the north. "Cat and Mouse?" Yang asked the scroll.

"Ugh, we definitely need a better name." Blake said. "But, yeah."

They scaled the fire-escapes on opposite sides of the street. An image of Blake fired shots and yelled from the center of the street. The megoliath, a mammoth-like Grimm, pricked up an ear and turned to investigate. On seeing its prey, it trumpeted then charged at the tiny figure on the ground. As it ran past them Blake nodded. Yang leapt the railing and pounced on the beast's neck. She peppered it with a dozen or more shells then leapt again, grabbing Blake's hand on the other side. The megoliath whirled in confusion as the target on the street disappeared. Yang detonated the shells, blowing a crater in the beast's head. In an instant it dissolved into flakes of ash. The pair high-fived. "Another one down!" Yang exclaimed.

"What have you got for us next?" Blake asked the scroll.

"We've pushed them back pretty well. Just a few beowulves coming up Center Street." Jaune announced.

"Alright." Yang said.

Jaune noticed a throng of people suddenly start pushing and yelling. "Take it easy!" He shouted. They didn't heed him. As he considered jumping down there to address things himself, he noticed a hole grow in the center of the crowd. One figure stood in the center and the people dashed away from him, desperate for cover, but were quickly cut down. Jaune squinted in confusion, not registering what chaos could be erupting below.

Just as he braced himself to leap into the empty circle he heard engines overhead and felt the blast of their hot exhaust on his hair. A shout came from above. "Keep on up here. I've got this." The unknown pilot dropped the ship off at the dock where soldiers quickly filled it with citizens. Meanwhile the pilot, a huntress dressed in scarlet and dull green with hair fairer than his rushed through the crowd to the circle where some rogue terrorized the innocent.

* * *

"What are we even doing, Nora?" Ren asked. "We have no idea where he went."

"We can't leave him, he's just a kid." Nora argued as they jogged up and down the halls of Atlas Academy near where they'd last seen Oscar. No more did they have to avoid the Atlesian guards as the halls were devoid of life. In most places red lights flashed and alarms blared, but in others the alarms had stopped and the lights began to flicker. At the odd corner they'd hear shouts and growling carried from some far off fight, but for what seemed like hours they encountered no one.

"Where would he go?" Nora asked rhetorically.

"We should be out there helping." Ren replied.

"Where would he go?" She repeated to herself, almost a whisper.

Ren sighed. "He'd probably try to reason with Ironwood to get him to let us go free. We are fugitives after all." He said.

"Brilliant!" Nora shouted. "Now we've just gotta find Ironwood."

The lights failed, leaving them in darkness.

"So we've gotten nowhere and now its dark." Ren said. "Oscar probably left on one of the civilian ships and who knows where Ironwood went. We should get out of here and go help Jaune."

"Fine." Nora said, deflated. "Lets sweep one last corner then we can head back."

They rounded a dark corner and heard nearby shouting accompanied by much louder roaring of Grimm. "Sounds like we can help right here." Nora said.

Ren nodded. The two rushed down the hall towards the sounds of fighting. Nora fired a canister from her hammer Magnhild. It burst into a ball of pink lightning, setting the walls smoldering. The embers revealed a tangled mess of taijitu, snake-like Grimm with a head at either end, that blocked the hall ahead of them. The sounds of battle raged on the other side. With mathematical precision Ren cut his way through the creatures, carving an ashen hole through the mass. Behind him Nora clubbed the creatures with the glee of a child playing pop-goes-the-weasel.

When they broke through to the other side they were welcomed by surprised gasps and familiar faces.

"Well that was unexpected." Ren said.

* * *

Salem surveyed the battlefield from her terrible mount. Her forces, Grimm of every kind followed behind her, concealed in the blizzard. Griffons and nevemores formed her cavalry, flying beside her while the ground troops were lead by the heavy megoliaths and filled out by beowulves, taijtiu, and the sabyrs who called solitas home. Before her floated the great city of Atlas, a testament to the hubris of mankind. To think that they could evade her children, _what fools._

She felt surprised, an emotion she'd not felt in generations when she beheld the Atlesian military. She'd expected the most renowned military power of Remnant to make the prudent choice and fight her from their floating fortress, but no, these fools flew out in formation as if to meet her in the open sky. _They only hasten their fate. Perhaps its wise._ _Why postpone the inevitable?_ She nodded to herself, taking joy at the prospect of being inevitable. _I am a goddess._

_Charge!_ She willed. The great leviathan, her monstrous mount, bellowed out a blast of sound, fearsome and unknowable like the booming of heaven's trumpets. It carried forward into the swarm of Atlesian airships jostling them with its power and knocking out both their sensors and communications. Into the Grimm it carried another command, the command to battle, to let loose all violence against the horrible creatures of the light.

The Atlesians met her charge despite flying deaf and blind. Her Grimm met their ships in a terrible clash of wings and fire. She cast black spears of darkness through their engines and delighted as they puffed into little balls of flame before falling in a spiral of black smoke. Although entertained, she soon spied a far sweeter prize.

At the far edge of the Atlesian force, a ship much larger than the rest but still smaller than even a single tooth of her leviathan emanated ice and snow. The frigid element burst from the hold in waves, destroying her children like a plague sweeping through a village. _You give yourself away, Maiden._

She instructed her troops to press on against Atlas while she alone turned her leviathan against the Maiden's troublesome ship.


	3. Part Three

PART THREE

* * *

Qrow rolled open the doors of the hold. Wind rushed past and whistled through the open belly of the ship. Ironwood joined him from the cockpit. "Autopilot is set to keep flying us in a big circle." He cracked open the first case of ice dust, filled with iridescent blue crystals. "Ready?" He asked.

"Always." Qrow answered. The Atlesian charge had begun and they were surrounded by Grimm and fighting ships. A nevermore swooped in.

"Round one" Ironwood said, using his metal arm to hurl a crystal out in front of the nevermore. Qrow shot the crystal in the air. It burst then hardened into a case of ice around the nevermore's head. The black bird fell, dragged down by its icy crown and dissolved into ash on the tundra below.

A pair of griffons circled around, noticing the commotion. Qrow smirked. "Pull!" he shouted. Ironwood launched a hand-full of crystals. Qrow followed them with Harbinger's sights then shot them as they arced down over the griffons. Again the crystals burst over the Grimm sending them falling to their fates below.

"Just one this time." Qrow said, pointing to a flock of small nevermore.

"You sure?" James asked.

"Just watch." Qrow said.

"Alright." He answered.

"Pull!" Qrow shouted. Ironwood threw a crystal high over the flock. Qrow followed it, waiting, waiting. It arced into the group. Qrow waited just one more instant then fired two shots.

The first shot induced the crystal to explode into a ball of ice, but the flock was too dispersed and none were caught in its cold embrace. The second shot shattered the ice-ball causing shards to burst in all directions, impaling the Grimm with hundreds of tiny spears.

"Nice one." James said. "I could have sworn you'd missed."

"I don't miss." Qrow bragged. "Pull!"

Ironwood threw another hand-full into a group of more griffons. Qrow followed them firing two shots that encased the two leaders. A third crystal tumbled into the group. Qrow was out of ammo. James twirled his pistol and shot from the hip, bursting the crystal over a straggler. "I thought you never miss?" He smirked.

"Is this how you ask for a turn?" Qrow asked. "Go on then."

The general stepped forward and readied his pistol. "Pull!" he shouted.

Qrow lobbed a crystal out at one of the griffons that still pursued them. James tagged the crystal with precision, dropping the Grimm. "At least give me a challenge." He taunted.

Qrow threw out one crystal from each hand. He couldn't match the power of James' robotic arm, but there was no need. The Grimm grew denser by the minute. James let the first crystal drop into his sights, fired, then quickly jolted to the second.

As they took turns throwing the crystals and shooting down the Grimm, Qrow found himself with the James Ironwood of the old days, back when they were just part of Oz's little club and the mysterious man's machinations were only dreams. _It was simpler back then._ He recalled one of their first meetings. The general, only a captain at the time, drank him under the table before revealing his mechanical liver. Qrow chuckled. "Pull!" He heard James shout.

He tossed a crystal out. James shot it and the ice encased a griffons wing. The creature clawed helplessly against the ice before perishing on the ground. As he reached for a second he heard a something behind him. He whipped around with Harbinger, ready to strike a Grimm that had come too close to the ship. He stopped cold when he recognized the form of Oscar.

Harbinger's weight pulled him off balance and he fell against some empty dust crates. "Oscar?! how the hell did you get here?" He asked in shock.

The boy's eyes glowed green, a signal that Ozpin held control. "We came for the Winter Maiden, but now I see she's not really here." He answered.

"Nope. Just us and some dust." Qrow said.

"What are you two doing, anyway?" Ozpin asked.

"Actually, you really should get going." Qrow realized the danger the boy had inadvertently put himself in. "We were hoping to draw Salem after us to distract her from Atlas. And, well, If you noticed us, then she will have too."

James pulled back from the edge where he'd been shooting the Grimm. "Its too late. She's coming." He pointed behind the ship where the leviathan now turned towards them. "You two, keep on with the dust, I'll fly the ship." James commanded.

The leviathan soon chased them from mere feet away. It chomped with its massive jaws and teeth larger than their ship, but size proved an obstacle too. Their small ship easily dodged the slow and sweeping attacks of the leviathan but although they threw all their dust into counter attacks they could not pierce its thick hide. Qrow noticed that only once did they even damage it, knocking out a tooth with a whole palette-full of dust.

Their enemy must have realized the inefficiency of her attack because the leviathan soon departed, though not to their benefit. Salem, herself, levitated down into the hold. Oscar thrust with his cane but she knocked it from his hands with ease, sending it rolling between empty dust crates and knocking him over. She stepped on him, holding him down. She formed a dark, smoky spear and thrust it down at his chest. The boy's aura held it at bay, but she continued to press down.

"The leviathan is turning back! We've gotta get it after us again!" James rushed in from the cockpit, ignorant of the fight transpiring in the hold. Oscar's aura began to flicker and fade. James slid over to the boy and clasped his hand, extending his own aura to shield him.

Qrow rarely noted James' semblance, often forgetting about it entirely. The general could extend his aura like a shield over anything he touched, but the wider he cast the shield, the weaker it became. That's how he'd always kept his mechanical arm so free of nicks and scratches over the years.

Qrow swung with Harbinger to cleave Salem in half. She grabbed the blade, stopping his swing. Just as James' aura began to flicker under her spear, she swung her second hand to clasp Harbinger's blade. The spear drifted away into smoke. She glared into Qrow's eyes and heated the weapon between her hands, first to a glowing red, then to bright orange. Qrow flinched backward as the handle singed his aura at the palms. The orange glow turned to yellow before Harbinger began to melt away into globs on the floor.

Once Harbinger was nothing but a molten puddle, Salem raised both of her arms weaving some new spell. Qrow lost control of his limbs as they were pulled out to the sides. He saw the same occur with Oscar and figured Salem planned to draw-and-quarter them all. The effect was somewhat different with James. His living arm was stretched out of its sling, pulled opposite his living leg, just like Qrow and Oscar, but the metal parts of his body hung freely, unaffected. He swung and kicked at the air with his free arm and leg, but could not break Salem's hold.

Qrow felt the air tightening around his neck. His shoulders threatened to slip from from their sockets. "Help...Winter." The general croaked before using his free arm to pull his pistol and shoot Salem between the eyes. She dropped to the floor.

The spell broke, causing them all to fall as well. Qrow wasted no time. He dove from the ship, transforming into a crow once airborne. He set his sights on Atlas Academy.

* * *

Oscar fell to the floor. Salem's magic had released him when she fell and he lunged for his cane.

Salem didn't stay down for long. She immediately stood back up, weaving the fragments of her head back together with wisps of black smoke. This time she forwent magic and chose the direct approach. She grabbed the general by the throat and pinned him against the hull. "Look away." Ozpin commanded. Oscar watched anyway.

With her free hand she ripped the steel plate from Ironwood's chest exposing his heart and lung. The general gasped for breath and clawed at her arm in desperate attempt free himself. Oscar could clearly see his heart racing, the muscle struggling against the crushing power of the air. Salem plucked it from his chest like an apple from the tree. She watched as the light faded from his eyes before dropping him into a clump on the floor.

Oscar brandished the cane against her. She smiled wickedly, as if charmed by the boy's futile gesture then crushed the general's heart to dust.

"Allow me." Ozpin took over. He slammed the cane into the floor and everything became shrouded in a thick green smoke.

The smoke rose away like morning fog, revealing serene country. Oscar knew it was springtime by the freshly sewn fields and the smell of cherry blossoms in the air. The pale, mortified, figure of Salem was gone, replaced by an enchantingly beautiful girl. She had fair hair and blue eyes with a face full of the thrill of adventure. In that moment Oscar knew how he, how Oz could love her.

"It doesn't have to be this way." Ozpin begged. "We can leave it all behind and live like we always wanted."

Salem sighed as she looked down at her old self. "We both know that's not true. We tried it before, remember? No, I will not be bound! Not by my father, not by you, and not even by the gods."

Oscar recalled the image of her crying, a prisoner in her tower. It was like he'd dreamed it, only for the dream to have faded with waking. His heart ached to ease that suffering. He remembered how lonely she'd seemed and how desperate for escape. He recalled the joy they'd shared traveling the world after her escape. "Haven't you learned yet that we can't challenge them? Are you really happier this way?" Ozpin pleaded.

"I don't care! I will never be a prisoner again!" She screamed.

The scene, the greenery and the birdsong, the wholesome smell of turned earth and spring flowers, shattered. They were again on the ship, surrounded by the sounds of battle, explosions and gunfire, shrieking Grimm and roaring engines, by the smell of exhaust, gunpowder, and blood. Salem formed a shadowy black spear. Disoriented, Oscar could not retaliate. The spear struck just to his left, sparking against the metal floor. Tears streamed down Salem's pale face. She'd hesitated. "Go! Now!" Ozpin whispered in his head.

Oscar jumped from the ship, falling yet again to the surface of Solitas. He readied the cane to break his fall. "I'm starting to get used to falling." Oscar joked, trying to block out what had just transpired.

After a soft landing in the snow, he gazed upward to see the general's ship erupt in smoke and fire before falling away into the wasteland of rubble that lie beneath the sky-battle.


	4. Part Four

PART 4

* * *

"The automatic controls must be locked down because of the invasion" Winter said.

Penny shouldered open the heavy steel door that lead from the hangar to the lower halls of Atlas academy. Ruby ducked through followed by Weiss and Winter. Once into the hall, Ruby expected red flashing lights and blaring alarms but was greeted with only silence and darkness. "I think its a power outage." She said.

"Great. We can add that on to our list of problems." Weiss complained.

"At least you can see." Ruby addressed Penny who's eyes glowed green.

"UV, visual, and thermal." Penny replied cheerily.

"The vault's that way." Winter indicated, pointing down the dark hall.

Penny drew one of her glowing swords, shedding a faint green light around them all. They couldn't see far or well, but ruby could at least see it when she waved her hand in front of her face.

The silence was broken by low creaking and metallic thuds. Every so often they'd hear the drip of water. "Its creepy down here." Weiss whispered.

"Yes. I can't help but feeling like we're not alone." Winter replied.

"That doesn't help." Weiss said.

"Don't tell me you two are afraid of the dark!" Ruby chuckled. She couldn't see it, but knew instinctively that Weiss rolled her eyes.

"Shhh." Winter said.

"What?" Ruby asked.

"Nevermind. I thought I'd heard something. It's nothing." Winter answered.

"You're right!" Penny chimed.

"What?" The trio asked.

"We're not alone." Penny said. "There's something up ahead. Its beyond my sight-range, but the floor vibrates when it moves."

"Do you know how big it is?" Ruby asked.

"I'm not sure. I think its small. Its moving a lot but doesn't seem to get any closer." Penny said.

"Could it be something mechanical?" Winter asked.

"No, its not regular enough for that." Penny answered. "Wait, it stopped moving."

"Maybe it went away." Weiss hoped.

"More likely its hiding." Winter said.

Ruby drew Crescent Rose. Her heartbeat pounded in her ears but she managed a calm voice for the others. "We don't know what we're facing, so lets be careful." The others followed suit.

They crept down the hall at a more considerate pace. Penny lead them, circling her six swords in the air, ready for a fight. Ruby collapsed Crescent Rose into its rifle configuration because the hallway was too narrow for her to get a good swing of the scythe. Weiss and Winter both advanced with their swords, Myrtenaster and Schierling, ahead of them.

A clicking noise came from the darkness, followed by chittering then the rapid tap of claws on metal. "Centinels!" Penny announced.

Weiss launched a ball of flame from her rapier. It carried down the hall and illuminated the shiny black forms of three centinels, a kind of large, segmented, insectoid Grimm, with dozens of legs. They skittered along the walls and ceiling towards the group.

Penny swirled her swords in a wide circle and sent them spinning forward towards the bugs. Three slices could be heard, followed by squelching and thumps as the lifeless bodies dropped.

"Well that was easy." Weiss said.

"They're not alone." Penny noted.

Winter shot flames down the hall with her saber. The flame lit along the hallway but fizzled out in a writhing black mass containing more than a dozen centinels. Penny took the lead, twirling her swords ahead of them. Weiss and Winter flanked her, shooting balls of flame from their swords and picking off the centinels that made it past Penny. Ruby took the rear, sniping at the insectoid mass with Crescent Rose, the high-caliber bullets driving through three or more centinels before losing momentum.

The centinel swarm proved easy work and the small group quickly dispatched them all with only Winter showing signs of fatigue. Soon they resumed their journey in the silent dark.

"Behind us." Ruby said. She heard the triple thump of galloping paws.

Penny turned and peered behind them with her thermal vision. "Its a beowulf."

"Alright. Weiss, shoot a fireball down the hall and I'll shoot the Grimm." Ruby planned.

Weiss obeyed, sending a burst of fire from Myrtenaster. Ruby readied herself behind Crescent Rose and followed the fireball down the hallway. The firelight glowed red against the Grimm's pearly white teeth and reflected in its red eyes. The fire hit the Grimm in the chest, knocking it back and singing its fur. Ruby took her shot. The yelp told her it hit and the silence that followed told her she'd aimed true.

No sooner had they dispatched the Beowulf than a group of Taijitu slithered in. _Had they come from the Ventilation? From some offshoot hallway they'd missed?_ Ruby didn't know. She fired blindly into the mass, no doubt killing a few. Weiss used a set of glyphs to send numerous icicles flying into the snakes. Penny again stepped in with her swords but it seemed like for every head they cut off, two more replaced it. Still they held their ground.

Beyond the hissing and clashing of their weapons, on the opposite side of the mass, they heard pounding and the sound of gunfire. "Everyone backup!" Ruby said.

The group retreated but held their weapons at the ready. Ruby held her breath. Ren burst through the Taijitu wall and froze in shock before melting with a chuckle.

"Well that was unexpected." He said.

Nora burst through behind him and skid to a halt. "Hey guys!" She cheered.

"No luck finding Oscar?" Ruby asked.

"No, not so much." Ren said.

"Well, its good to see you two anyway." Weiss added. Winter huffed.

Their reunion was cut short as an explosion sounded in the dark. Penny shouted. "More centinels! Two of them. They just drilled through the wall."

Nora flipped her hammer, Magnhild, into its grenade-launcher configuration. She fired a single shot down the hall. Ruby could trace the pink-heart of the canister as it arced through the air then watched it explode in to an electric-pink cloud, turning the centinels into black, fleshy, chunks and leaving flaming metal in pieces on the floor. "Hah! Take that!" Nora yelled.

From the hole the centinels had made, a large sabyr crashed into the hallway. Ruby fired at it but even her direct hit didn't slow it down. Ren fired a flurry of shots but only seemed to annoy it. Weiss and Winter both shot fire and ice at it to no avail. "Get down!" Penny shouted. All dropped to the floor.

Penny circled her swords, spinning them incredibly fast, and shot forward a powerful beam of plasma. The whole hallway hummed with its energy. For a split second the sabyr charged against its power, but it inevitably was reduced to ash.

Behind it smaller Grimm poured through the opening the centinels had made. The group rallied together and beat them back, but the onslaught only grew.

"This isn't working." Ren said as the Grimm pushed them back. "We're just getting more tired."

"We can't let them block off the vault." Ruby said.

"No. Boy-in-green, you're right. We can't keep doing this. The mission is the Staff, not this." Winter said, breathing heavily. "There's only one of us needed for that." She looked at Penny.

"No." Penny said.

"You go get the staff. We'll hold them off." Winter said.

"I won't leave you." Penny said, looking to Ruby for support.

"Go on, Penny. Winter is right. Think of what would happen to all the people if Salem got it instead." Ruby said.

Penny frowned. Ruby imagined that if she could cry, Penny would be. "I'll come back for you." Penny said.

She ran away into the darkness.

Nora shot out a volley of canisters. They burst among the horde of Grimm annihilating not only the evil creatures but most of the hallway, leaving the floor and walls on fire. "At least we can see now." Ren said.

"That's not necessarily a good thing." Weiss argued, beholding the dozens of Grimm charging down the hall. Centinels had opened up more holes in the walls through which Grimm poured in. Weiss and Winter alternated in the lead. The first fought with her summon while the second created a new one. When the summon was killed, they switched. It worked well enough, but involved a constant retreat, a pattern they could not hold for long. Ruby stepped in, firing her high caliber rounds at the largest Grimm while Ren peppered the smaller ones with his pistols. When the leaders were thinned, Nora gained ground, swinging her hammer with flair.

Ruby didn't know whether the Grimm increased in number or whether they just got tired, but soon Nora could barely make up the ground lost by the Schnees. Then the summons got smaller and slower.

The next sign of trouble came when Weiss' knight was felled by a beowulf. Winter could not complete her own summon and it dissolved as the beowulf brought down its great paw over her head. She struck upward with Schierling, piercing the paw then drawing out the inner saber to stab the creature through the heart. It dissolved into ash, but was soon replaced by another. Weiss pushed her sister aside and blasted it with dust. Nora followed with a canister that blew away the closest group of Grimm.

Ren and Ruby closed ranks, firing upon the horde as it advanced again. "Stay back!" Weiss told her sister. Winter nodded, falling against the wall.

Weiss summoned a knight that held off the Grimm again. Ruby and Ren retreated. As the knight was shattered, Nora Charged ahead while Weiss attempted another. Nora swung fiercely with Magnhild, but even she showed signs of slowing. "Nora!" Ren shouted as a beowulf flung her against the wall.

Weiss looked up from her summoning only to see the beowulf's claws sweeping back to her. In surprise, her half-formed knight dissolved and she could not lift Myrtenaster in time to deflect the blow. A glyph saved her, blocking the beowulf's strike. Weiss jumped back in surprise. The glyph was not her own. She looked back to see her sister leaned against the wall and huffing.

Ruby fired two shots in quick succession. They both hit home and the beowulf dissolved. Ren charged forward to see to Nora. Her aura had saved her, but it was now gone. The pair retreated as Ruby covered them.

Weiss fired the last of the dust from Myrtenaster. It illuminated the hallway revealing more Grimm than they could count. Nora emptied Magnhild, firing the last of her canisters before collapsing to the floor beside Winter. Ren and Ruby held the line with their guns while Weiss slashed at the survivors but took some hits, finishing her aura.

A large Sabyr charged down the hall. "Get back." Ruby said. She opened Crescent Rose into a scythe. The hallway was tight but she figured she'd get a few small swings and that would be enough. She swept the blade from her side and embedded it in the creature's skull. _Not hard enough!_ She thought. It thrashed her against the wall, still growing and snapping. Ren shot at it. Ruby pulled back on the handle but it was stuck. She felt a sting as the claws grazed her belly and legs. She fired into the wall. The recoil jerked the blade backward, severing the beast's head. "NO!" a shout came from behind her.

She felt cold and dizzy. Crescent rose fell from her hands and she sat down against the wall. A blast of blue and green plasma whooshed past her. She watched the Grimm float away as ashen black flakes back-lit by the bright green beam. She even noticed spears of ice impaling them. Rime grew from the walls. As her vision blurred she made out a familiar figure. "Uncle Qrow?" She whispered.

* * *

Winter leaned against the wall struggling to catch her breath. Twice in a day had her aura been shattered and now the pain in her ribs returned. Beside her the chipper girl from Beacon also sat exhausted. She could barely make out the fighters in the dark. The huntsmen that still fought, Ruby and the boy-in-green were just blurs among the black, shadowy Grimm. _Was Weiss among them?_ She hoped not but couldn't tell.

"NO!" A shout rang from the darkness.

Winter turned to see the Penny's glowing green eyes sprinting closer, accompanied by a tall, thin figure. Bitterness rose in her chest as she recognized it. Qrow Branwen, an insufferable drunk that Ozpin kept around. God's only know why. She searched the darkness. _Had Penny found the Staff?_

A beam of green plasma rushed forward from Penny's swords, followed by a whirlwind of icy spears. The pair dashed past her.

Her heart leapt as she noted the Staff in Penny's hand.

"We've gotta get her to Jaune." Weiss said.

_Something was wrong._ Winter mustered all her effort to rise to her feet. She leaned on Schierling like a cane. The Grimm were gone, annihilated by Penny's blast. Ruby lay crumpled on the floor, clutching her belly.

"You go and find Jaune. You're the fastest and can fly ahead. Take some dust and shoot it into the sky when you find him." The green boy said to Qrow who now knelt beside Ruby, holding her hand. "We'll follow in Winter's Jet." He continued.

"I'm all out." Weiss said.

Winter split open Schierling and tossed the dust to Qrow. "I'm not sure what he means, but here you go. That's the last of it." Noticing he lacked a weapon, she also tossed him the dagger that rested in the center of the blade.

Qrow nodded in thanks before transforming into a crow and flying off into the darkness. Winter blinked, not believing her eyes.

"Penny, you and I'll take Ruby. Weiss, help your sister. Nora, do you think you can make it?" The green boy instructed.

"Yeah. I'll be fine." Nora breathed.

The gang started back down the dark hallway, now lined with rime ice and little piles of ash where the Grimm had once stood.


	5. Part Five

PART FIVE

* * *

Neo strolled between the abandoned buildings. Mayhem ruled the day. Windows were broken and papers blew in the street. Somewhere, off in the distance, a baby cried. All the people of Mantle had grabbed what little they could carry and fled for the port where they now crowded, desperate to find passage south. Up above, airships of refugees carried away the people of Atlas and further away, she could see the oily grey smoke of the losing battle.

She pitied the soldiers, pawns, dying for a society that would never even know their names. So few ever understood. _It's all fake, all an illusion, just like my creations. There is no society, no honor, no higher purpose, its just life and fun._ She cursed them for their ignorance.

A solitary taijitu slithered into the street, blocking her path toward the docks. _And I was having such a nice little walk_. She thought. She collapsed her parasol and extended her hidden blade from the button at its top. She walked forward, clicking her heels loudly against the cobblestone to get its attention. The snake reared back and rocked its head side to side, preparing to strike. She rocked back and forth to match. It lunged. She dodged to the right and skewered it from eye to eye. _The first head is dead_.

The second head, white as Solitan snow, swung around to avenge its coal colored counterpart. She smirked and danced aside as it struck crudely at her. Rather than skewer it like the first, she toyed with it a little, dancing around its strikes like a matador dances with a bull - and like a matador when the crowd grows bored of the game, she grew tired of its coarse, unrefined attacks and drove her sword through its skull. Rather than watch it dissolve into ash, she skipped along her way.

Some blocks before reaching the crowd, Neo transformed from her usual attire to the ragged and drab clothes of the miners. To sell the image, she conjured up dirt to cover her face and her lovely pink parasol became a plain grey umbrella.

She passed only a block or two more before she heard a giggle behind her. She turned but there was nothing. There it was again, the same giggle. Again, nothing. She conjured an illusion of herself and ducked into an alleyway. The illusion stood in the center of the street and peered around as if seeking out the laughter.

In a flash, a man rushed from the shadows of a ruined factory. He pounced, striking the illusion with wrist-blades. It shattered with the first blow and he fell to the ground, perplexed. He had a scorpion's tail, gilded in metal. _A faunus_. She thought. He stood with an odd twitch of his head and she noted numerous scars across his chest. With another giggle, he ran off down the street toward the docks. Neo followed, careful to remain unseen, but close enough to watch this strange man's actions.

The crowd was dense and stretched over half-a-dozen blocks, maybe more. Hundreds of people stood shoulder-to-shoulder. Despite the urgency, the group remained remarkably civil, each person calmly waiting in line to board a ship of salvation. Neo knew the fragility of such a peace, however.

Her mysterious man launched into the crowd in a flurry of blades and venom. At first nobody reacted, they didn't know what was going on. Only after several had already been cut down did they realize and begin to panic. It began with simple shoving as people tried to escape the man's strikes but soon they trampled each other. Even people a full block away began to share in the panic, though ignorant of its cause.

Neo could not help feeling intrigue and a little thrill at this mayhem. Too long had she suffered under Cinder's yoke. Too many plans, too serious. This man knew how to have fun.

Neo noticed a blond huntsman directing the crowd from atop a building. He had seen the panic and shouted orders to calm the people, himself not knowing their plight. Further above a Manta circled down from Atlas and from its hold, a challenger arrived.

The fair-haired huntress wove through the crowd and met the scorpion-man's blades. He attacked aggressively, often rushing in close for a grapple while she evaded, backing and dodging, distancing herself for a range attack from her crossbow. Neo didn't want the man's reign of terror conclude. She wanted to see more of what he would do, what chaos he could cause. Sick of the huntress' interference, she drew her sword from her umbrella-handle and joined the fray.

Neo created a duplicate of the scorpion man. The real one attacked from the right while her duplicate attacked from the left. The huntress leaped away from both and shot the illusion, breaking it into shards on the ground. She shook her head in confusion then quickly turned back to her real foe. The man looked even more confused, not only to have witnessed two illusions shatter, but to have looked into its face and seen his own eyes staring back.

The huntress shot. The man caught the bolt and threw it into the crowd. Neo conjured the images of three Grimm. She directed them against the huntress. The two combatants destroyed the illusions before re-dueling each other. Though the huntress never got the upper hand, she held out against this stranger well enough that Neo predicted a long and boring fight. To liven things up, she transformed back into her pink-and-brown self and attacked the huntress' flank.

_She's quick_. Neo thought as the huntress dodged her blow then retaliated with a crossbow shot. Neo swatted it away with her parasol. The man paused, shocked. "You!" He laughed. "Are you helping me?"

Neo stabbed at the huntress then twirled around her for another thrust. Each time her strikes were dodged. "Quite type, huh." The man said. "Well, I like your style." He approved.

"I have no fight with you." The huntress said, practically begging her to leave. "But he killed my friends." Her voice was full of vitriol.

The two attacked her together.

* * *

Jaune recognized the figure at the center of the chaos, the attacker. Though a few years had passed, he recalled the wild, whirling fighting style and the utter lack of mercy - Tyrian Callows. A few months after Pyrrha's death, when he, Ren, Nora, and Ruby all traveled to Mistral, Tyrian had attacked them to capture Ruby. He would have succeeded too were it not for Ruby's uncle, Qrow, who scared him off at the cost of a near-fatal blow from the rogue's stinger. Though they were just kids at the time, Tyrian fought them all and nearly won. Jaune felt a twinge of worry for this new huntress.

To his surprise, the lady held her own against him, predicting his attacks and keeping far away. The combatants circled around each other, Tyrian advancing and the huntress retreating, neither gaining the advantage.

A cold gust of wind caught him off guard and returned him to his own task. He scouted from the rooftop. Blake held off Grimm to the west and Yang to the east. Though they couldn't see over the buildings, a throng of Grimm, mostly Sabyrs by his reckoning pushed southward from the industrial district. _The chaos here must be attracting them. _He thought. "Blake, Yang, come in." He spoke into his scroll.

"Here." Yang said.

"What is it?" Blake answered.

"Retreat to Center Street." He ordered. Center street ran the length of Mantle and its most southerly intersection formed the last choke-point before the long straight port street, walled in by a canyon of brick. "There's a pack of Sabyrs coming down and I'll need you both to hold them off."

"Alright." Blake said.

"Okay." Yang agreed.

Jaune took note that they both retreated from the east and west, to meet at the intersection. He turned back to the battle in the crowd. A second huntress had joined in, but not for the better. He spied the pink and brown signature of Neopolitan, a criminal of the worst kind, one who delights in the misery of others. She and Tyrian both harried the unfamiliar huntress who did all she could not to fall prey to their blows. Ideally he'd have called the adept huntresses, Blake and Yang, to help, but the Grimm they faced already could prove too much for them. He announced to his scroll. "There's a fight down here. I'm going to help. Just hold the intersection as best as you can. I won't be able to direct any further."

"Should we come help?" Yang asked.

"No. You're needed right there." Jaune replied.

He jumped from the rooftop and extended his shield into a sail, circling down to the ground. _Surprise. If I can surprise Neo, then we have a chance._ He thought. A bullet whizzed past him._ Darn. They see me._ He cursed.

He landed in the crowd and pushed through to the circle of fighting. The huntress breathed heavily, clearly worn down by the two criminals. The two lunged again. The huntress leaped out of the way, as was her usual evasive method. Jaune jumped in front of them. Tyrian's stinger sparked against his shield and he parried away Neo's sword-strike. The huntress fired over his shoulder, causing Tyrian to leap backward. "Thanks, kid." The huntress said. "What's your name?"

"Uh, Jaune." He answered, sending Neo a counter-strike.

"Robyn Hill." The huntress introduced, firing also upon Neo to press their advantage.

Tyrian's eyes glowed purple, a signal of his semblance, mirrored in the purple glow of his aura. He charged at Jaune who was busy dueling Neo. Robyn pulled him out of the way. "Watch his hands. He'll cut through your aura." She said. "This girl, though, she just came out of nowhere."

"That's Neopolitan, she can make things that aren't really there." Jaune said.

Robyn nodded. "I've noticed."

As if inspired by their discussion, Neo disappeared. Tyrian's eyes faded to gold but he attacked again with slashing blades. Jaune absorbed his attack into his shield while Robyn stood at his back, searching for Neo. Over the crest of his shield, Jaune spied three copies of Neo who charged with their swords.

"Over here." He said.

Robyn spun around and shot one. It shattered. Tyrian lunged too. Jaune focused on Tyrian._ At least I know he's real._ He thought. Robyn joined the melee. She used her fan-crossbow as a buckler to shield against the leftmost Neo while punching at the right. Both shattered.

From the corner of his eye Jaune saw the flash of Neo's sword as she thrust it at his flank. She missed him by a hair's breadth. A blackbird swooped overhead. Robyn fired on Neo. She dove behind her parasol.

Tyrian gathered himself to attack again. Just as he lunged, he was pulled backward. Qrow had him by the braid. Before Qrow could skewer him with Winter's dagger, he spun around, striking with his stinger. Qrow easily dodged, but lost his grip. Tyrian retreated. "Robyn, shoot this." Qrow called. He tossed a shard of red dust into the air.

Robyn followed it up and fired just before it reached its zenith. The dust exploded in a ball of red fire then sent slow, sparkling embers showering down.

Neo and Tyrian regrouped, ready to face the trio. From the crowd, Blake and Yang emerged, weapons drawn. "Jaune, you should have told us you were having a party." Yang said.

Jaune sighed both glad they'd turned up but irritated that they'd abandoned the intersection. Tyrian dashed away. Neo too, realizing the odds were against her, disappeared into the crowd.

"What's going on?" Jaune asked Qrow.

"Ruby's hurt, badly. They're coming down in Winter's jet. The dust will lead them here." Qrow explained.

"Ruby's hurt?" Yang asked, worry furrowing her brow.

Qrow gave a slight nod.

"Jaune's got this. Its all gonna be fine." Blake comforted her. Her statement landed as a comfort to Jaune too. "The Grimm are still coming and we're better use out there." She pulled Yang back up the street where the Grimm now stalked into the urban canyon.

"How does the battlefield look from overhead?" Jaune asked.

"I... I was distracted." Qrow admitted.

"We need someone calling the shots from above." Jaune said. "We need to know whats coming."

"I'll do it." Robyn said.

"Good." Jaune replied. "Actually... Do you think an airship could land on one of these buildings?"

"Yeah, easy." Qrow said.

"Alright. Then both you and I will climb back up." Jaune addressed Robyn. "There I can have some space away from the Grimm to help Ruby. Qrow, I know you'd rather be at her side, but we need you down here. Its the last ship and there aren't many people left. If we can get them all to safety then we can all leave."

Qrow nodded.

Once Jaune and Robyn had climbed to the rooftop, she fired an explosive bolt into the air, flagging down the jet as it circled. Jaune jumped up into the hold before it even landed.


	6. Part Six

PART SIX

* * *

Oscar trudged through the snow, the smoke thick in his lungs. All around him shattered airships sprouted from the charred tundra. He heard moans and wails, cries for help and cries for death. The Grimm had won the day. Up above the ships no longer bothered to fight the Grimm but did their best just to evade them. In the distance he saw the leviathan circling back around. _Salem has regained her mount_.

"What now?" Oscar asked. His young eyes had never imagined a scene of such suffering and he shook from the horror alone.

"Sometimes one must know when to retreat." Ozpin answered. "That time is now."

Oscar wished he knew how to help but foundered, overwhelmed by the Grimm, the suffering soldiers, Salem. It was all too much.

"Lets regroup with what huntsmen remain and find the Winter Maiden if we can." Ozpin continued. "Salem may have struck us a hard blow, but there's still hope."

"How can you say that?! Look around!" Oscar cried.

"In a thousand lifetimes I've seen my share of horror. These people though, these humans, they don't give up easily. In their simple and honest way they keep going, so as long as there's life, She hasn't won yet." Ozpin assured him.

One of the airships landed not far away and soldiers rushed out with stretchers to rescue some of their crashed comrades. "There!" Ozpin said. "Lets join them."

Oscar jogged to the ship. He wasn't much use carrying stretchers but he helped bandage wounds and held the hand of a dying man. _Ozpin, I hope you're right. I hope there's a future for us all_. He thought, still skeptical anything could survive Salem.

The ship rose into the sky. Oscar looked down on the battlefield where a few surviving ships also rescued whoever they could before retreating towards the shore. Grimm ruled the sky and they were forced to fly in a wide loop, avoiding by miles the overrun city of Atlas. Below, smoke rose from Mantle, though he could not see past the dense buildings.

He heard a crash behind him. Salem had swooped low on her leviathan and its tail raked through the snow, destroying whatever and whoever remained on the battlefield. She made a large loop, preparing for a second pass. Oscar had to look away.

Ahead of him, the late afternoon sun peeked out from below the storm cloud and illuminated the southern ocean. It was almost peaceful but the sounds and smells of battle still surrounded him. The images of dying men in the field of snow would not leave his eyes.

A spark of hope lit in his belly when he perceived the tiny black silhouettes of ships departing for Argus. It was promptly quenched when the airship was rocked by the wake of Salem and her leviathan. She'd finished with the battlefield and rushed south to destroy the ships that so many thought would be their escape.

He fell to his knees, clutching the hull and looking out after her. _Please, no!_ He pleaded and prayed though he knew not to whom.

* * *

Every fibre of Qrow's being told him to climb up into that jet, to see to Ruby. He told himself, _No, you're needed here._ _There's nothing you can do for her now_. It didn't help. He longed for the warm, numbing comfort of alcohol. _That won't help either._ He reminded himself.

He'd hung Winter's dagger from his belt and now guided the last civilians onto the _SDC Selkie_, a hulk formerly used to ship vast quantities of dust to the southern continents. For all its faults, he was thankful for the dust company for having such a robust fleet. He figured more than ten thousand people had squeezed into its container ships that day, more than double those who'd fit onto the ships of Atlas' navy.

His hope welled as the crowd dwindled before him. "That's it. Keep coming." He guided them across the gangway.

"No! Come back!" A mother cried. her daughter slipped from her hand and darted up the dock, back into Mantle. The crowd stopped to gawk.

"Keep boarding the ship." Qrow instructed. He looked the distraught mother in the eyes. "I'll get her back."

In a flash he overtook the girl and blocked her way up the street. "I need to get Trois!" The girl squeaked.

Qrow raised a questioning eyebrow. "My puppy!" she exclaimed.

"Nope." Qrow said, stepping side to side as she tried to pass him. He kicked himself inside, but knew there wasn't time to save the dog. He swung her up over his shoulder like a sack of flour - a sack of kicking and screaming flour, and jogged back to the gangway. He returned her to the mother who clasped her firmly by the wrist. The girl glared at him with such ferocity he could have mistaken her for a young Yang. The mother thanked him then departed with a wink. He blushed then turned back to help the few remaining stragglers board. It was mostly elders and a few people who'd been injured in their flight to the docks.

Back up the street he heard the clash of fighting. It got closer by the minute. Though Weiss, Blake, Yang, Ren, Penny, and Robyn held them off with Winter calling the shots from above, the Grimm still pushed them back. They were out of dust and nearly out of aura.

"Done!" Qrow announced to the scroll once the last civilian had cross the gangway. He drew the dagger.

"Alright. Retreat!" Winter called. She and Nora climbed into the jet and lifted off the rooftop.

The group in the street attempted a measured retreat, alternating between distraction and flight from the onslaught. Qrow readied himself to fight as Blake dashed past followed by Ren, Robyn, and Weiss. Yang threw a final punch, killing a boarbatusk before running up the gangway. Those already aboard fired into the throng of Grimm, covering the dock. Penny conjured an ice wall giving she and Qrow a brief window to board the ship.

Winter must have signaled the ship because it pulled away from the dock before they could draw in the gangway or release the ropes. The gangway fell into the water and the ropes snapped as the ship throttled out of the harbor.

A volley of shots from Winter's jet kept the grim from jumping onto the fleeing ship. Qrow breathed a sigh of relief. He'd not expected to survive the battle, nor to have saved as many as surrounded him on the _Selkie_.

His whole body ached from the fighting but the fatigue felt good, like a day's work done well. Now his only thought was for Ruby aboard that jet in the sky.

"Oh no." Blake whispered.

Muttering spread from the crowd and all pointed north to the darkening sky of Atlas. Qrow followed their points. Speeding towards them from the city was the leviathan, the giant Grimm, Salem's fearsome mount. _Damn_. He cursed his semblance.

Winter's jet fired all its rockets into the beast's face, but it didn't even notice. Penny wove her way to the stern where Qrow stood at the railing. She circled her blades and sent a green plasma blast at it, again to no avail.

"It's invulnerable." The people murmured, crowding toward the bow.

"It's weak in its mouth." Qrow said. "We knocked out a tooth."

Penny swung her beam at its mouth, but the creature only dodged in wide, slow, waves. She turned and looked into the hundreds of faces of Mantle who surrounded her on the deck. She closed her eyes and spoke into her scroll.

* * *

Winter's jet was a pitiful sight. Blood streaked the pure white interior that was now marred by dozens of dents and scratches. She sat co-pilot while Nora, a usually infuriatingly energetic pink girl, manned the pilot position. The battle had steadied her usual exuberance into a calm and capable huntress, or maybe just a shell-shocked one. It didn't matter either way, she was a decent pilot and Winter was glad to have the girl's help.

In the back, Jaune, a young blond huntsman with a convenient semblance healed Ruby. Winter had been sure the girl was done-for but with Jaune's help she was miraculously still alive, if not awake.

"What. Is. That?" Nora exclaimed.

Winter looked out the windshield into the dark sky beneath the storm that now engulfed Atlas. The leviathan loomed towards them just as it had when she first saw it. _We never had much chance, did we, James?_ She thought, resigned.

"Die!" Nora shouted. She slammed the buttons and released all the rockets against the beast. Winter watched them trail through the air and explode on the leviathan's head in a direct hit. When the smoke cleared it was as if they'd not even fired at all.

A beam of green plasma shot up from the _Selkie_. Winter rushed to the open hold for a better view. Penny's ray did nothing.

Winter looked down over the dozens of ships in the bay. _We're never gonna make it. Its too fast._ She despaired.

"I'll keep you in mind." Penny's voice spoke solemnly over her scroll.

"No." Winter protested. A green flash, the flame from Penny's heel-rockets, jet across the sky toward the leviathan.

The giant monster roared. Penny flew straight into its gaping maw. The jaws clamped together. For a moment the battlefield was quiet. An expectant silence spread across the world. A thin high-pitched wine came from the beast followed by an explosive boom. Green light burst from it through a hundred holes while ice spikes the size of glaciers erupted from its slimy black hide. Ice encrusted it and the leviathan fell from the sky, dissolving into ash as it fell, and spreading over the city of mantle in millions of black snowflakes.

"NOOOOO!" Winter cried. She felt a surge of power as the world disappeared in a film of blue. Winter collapsed in tears only to feel ice on the floor.

"Whoa!" Nora exclaimed.

Winter wiped away the tears and looked down. In her anguish she'd frozen a good portion of the bay, skewering many of the Grimm along the shore. The maiden's power chilled her veins but brought strength as well. Though her heart broke for her friend, she felt renewed. It was like a cold wind on a sunny day that no matter how cold the wind, the sunshine lent strength. She knew the meaning, Penny's fate, and she allowed the tears to flow freely down her cheeks, perhaps for the first time ever.


	7. Part Seven

PART SEVEN

* * *

Salem dusted herself off and rose to her feet. The remains of her leviathan, a magnificent creature several centuries in the making, covered the ground in a thick layer of ash. Only a maiden could have summoned the power of the blast that killed it. She cursed the loss. Who now knew where the power would surface?

_It's no matter_. She thought, gazing at the sky. As the sun sank low and gold, she could see Atlas, illuminated from below, and crawling with Grimm. _Time is on my side. I have the vault and the staff that lies within it. Maybe it will take a decade, maybe a century, but whenever I find the new maiden, I will claim her power and unlock the vault. Until then, the greatest military power of humanity is crushed._ She cared not whether Atlas' people were dead or scattered, they could no longer muster the power to unseat her from the floating fortress. _In a hundred years, maybe_. She thought.

She called down a nevermore to carry her up to the flying city. She called back the Grimm to the city's walls. Her troops had won, but at great cost and she was wary of overextending herself. She had all the time in the world, after all, no need to be hasty.

She established her court in Atlas Academy's great hall and gave rulership to her capable minion, Arthur Watts. She preferred her own dark castle to the cold, inhospitable continent he called home and gladly turned its management to him. He would guard it for her, protect the relic with a garrison of both Atlesian knights and Grimm.

"We have a critical systems failure." Watt's said, not yet two days into his lordship of Solitas.

"Explain." She requested.

"Its a power loss." He said. "The gravity engines... my gods!" Panic spread across his face. "We're going to fall out of the sky!"

"How is this possible?" She asked. _The Staff should keep the city afloat indefinitely._

"Either the Staff has stopped working or... or its gone." He said, wincing.

"Gone? Gone?!" She repeated, pacing. "No it can't be gone! Then this will all have been a waste of time!"

She observed Watts sneaking out the door. "Oh no you don't. We're going to the vault." She said.

Smoothly he changed his cowardly slink to the pose of a gentleman holding the door for a lady. "Of course, Ma'am." He said, defeated.

She smiled and led him to the vault. He followed her in stony silence, straight-backed but with sagging shoulders, like a man being led to the gallows. The lift latched into place on the long black walkway. She could already see it, but approached the vault anyway. The walk widened to a cross where the arms stretched sideways into the black cavern and the top rose into a staircase that led up to an open door. Blue light cascaded down from the open and empty vault.

"We should go." Watts said, checking his pocket watch. "There's not much time before the engines fail."

Salem turned. _He doesn't understand, maybe he can't admit it even to himself._ She advanced towards him. He backed away down one arm of the walkway until his heels scraped the very edge. "You've always been very astute, Watts. You should know by now. I don't need you any more." She spoke frankly, as cold as Solitas.

She zapped him with a quick spark of electricity, a jolt of lightning that burned through his aura and stopped his heart. He tumbled backward into the chasm and she returned to the lift.

Killing him had done little to sooth her rage over the loss of the Staff. More would have to pay, and dearly.

* * *

"Huh! What's going on?" Ruby sat abruptly.

"Stay still." Jaune said.

She felt aches all over, especially across her belly. She looked down to see her clothes in tatters and fresh scars where the clothes were torn. Her aura glowed warm and red, amplified by Jaune who knelt over her with his own aura glowing gold. "What happened?" She asked.

"You were mauled by a sabyr." Weiss' sister, Winter, answered flatly. "We barely got you out alive." She sat slumped against the hull and stared out over the sunset sea.

It was daytime, last Ruby remembered. "How long was I out?"

"A few hours." Jaune said.

She looked around. "Where's Weiss? and Ren and Nora?"

"I'm here!" Nora called from the cockpit.

The Staff of creation lay at her feet. "Where's Penny?" She continued.

Winter hung her head and cried. Jaune wouldn't meet her gaze. They didn't have to say, Ruby knew the meaning. "Not again." She whispered. Tears welled in her eyes.

"I'm so sorry." Jaune said.

"And Weiss and Ren?" She asked, weeping.

"I don't know." He answered.

"Argus, here we come." Nora said, switching the thrusters to landing mode. The ship coasted to a halt then began to descend.

* * *

Qrow paced expectantly on the dock. Yang followed suit. Ruby would be inbound soon on Winter's jet and both held their breath in anticipation. Weiss and Blake stewed in silence, no doubt wondering the same: what had become of their leader?

All around them refugee ships docked and families reunited. Air ships hovered in the air, waiting for the chance to land and unload their rescued civilians. From one he noticed a familiar face, a young boy in green.

His spirit lifted at the distraction. "Oscar!" He shouted.

The boy searched the crowd for his voice.

"You made it!" He exclaimed, hugging the boy.

Oscar smiled and nodded. "I'm quite surprised, myself." He said with a voice older than his own.

Qrow stepped back. "And James?" He asked.

Oscar lowered his eyes and shook his head. "No." He said.

Qrow nodded. "Yeah, I figured as much." The urge to drink returned. Had he a flask, he'd have taken a swig.

"Who-" Oscar began.

"Ruby!" Qrow heard Yang shout from across the square. He turned and ran towards Winter's jet, not bothering to hear out Oscar.

The jet barely touched the ground before he jumped into the cabin. He breathed a sigh of relief to see Ruby sitting up against the hull. Jaune sat next to her and looked likely to doze off. Yang nearly suffocated her with a hug while Weiss scolded her for her recklessness. Ruby gave him a tearful smile. His heart leaped. _Perhaps there is some good left in the world._ He thought.

"I'm glad you're alright, kid." He said, trying not to get emotional.

He helped Oscar into the jet. A green glow overtook the boy's eyes. "You retrieved the Staff." Ozpin marveled.

"Penny did." Winter corrected him sharply.

He nodded. "Is she..." He started to ask.

Ruby cried fresh tears and Winter walked out.

"Oh." He realized.

Qrow slumped against the hull. He was tired from the day. The fighting was all done and he just wanted to take in the scene. Ruby was safe, surrounded by her teammates. Ren ran into the jet and kissed Nora, spinning her in a circle. Weiss followed Winter outside, just through the door where she stood in the shadow of the jet's wing. Oscar sat down next to him. "That went better than I expected." The boy said.

"Yeah, for a while I didn't think any of us were gonna make it." Qrow admitted.

Robyn led Pietro and Maria to the jet. Winter said a few words to them and Pietro covered his face. His mechanical legs collapsed to the pavement. Maria patted him on the back, an attempt at comfort.

Two of the Ace-Ops, worn and ragged reported to Winter. Qrow wondered if they were the only ones of the team who'd survived. He couldn't make out the words that passed between them, but the faunus' tail hung limp and the short girl made a motion with her arm reminiscent of a crash. Winter nodded and sent them away with a salute. Once they were far enough away not to see, she buried her face in her sister's shoulder.

Qrow could see his breath and shivered as a chill spread through the air.

"I forgot to tell her." Oscar admitted with glowing green eyes. "I didn't even think."

Qrow nodded but didn't really understand Ozpin's ramblings.

The sun sank below the horizon and the weary troop marched up the hill to impose once again upon the hospitality of Jaune's family. There would be plenty of logistics to sort out in the morning. Never one for administrative duty, Qrow banished both the past and future from his mind and focused on enjoying the evening with his surviving friends and family.

* * *

THE END

* * *

_***Thank you all for reading. I hope my story was as fun to read as it was to write. If you made it this far, I'd love it if you drop a review.***_


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